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Electronic Signatures in International Contracts


Carolina Monica Laborde

Electronic signature legislation seeks to facilitate e-commerce by providing an electronic equivalent to handwritten signatures in paper-based contracts. However, electronic signature legislation enacted in the past years in different jurisdictions has followed a dissimilar approach. In light thereof, this book analyzes the legal validity of electronic signatures in international contracts potentially subject to divergent electronic signature regulation. To this end, four major issues are addressed: the technological and legal concept of electronic signatures; the legal regulation of electronic signatures; the determination of the electronic signature legislation that will be applicable to an international contract; and, finally, the implications of applying one electronic signature law or another. The research covers the laws of Argentina, Germany and the United States of America as well as international conventions.


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B. German law 194


194 Part III: Electronic signatures and international contracts The second criterion is when the offer is received by the offeror.636 CISG follows this latter rule (Article 23). With respect to the determination of the place of execution of a contract, an electronic contract is considered executed between absent parties.637 Consequently, the determination of its formal validity as well as the place of performance for establishing the applicable law is made according to the rules established for contracts between absent parties. B. German law The German legal system has incorporated the Rome Convention into its national conflict of law rules, which are contained in the Introduction Law to the Civil Code (Einführungsgesetz zum Bürgerlichen Gesetzbuch – EGBGB).638 Therefore, the issues of the internationality of the contract, the formal validity and the law applicable to the contract follow the principles of said convention. I. International contracts According to Section 3(1) EGBGB, the rules of private international law apply where the facts of a case are linked to a foreign legal system (Sachverhalten mit Auslandsberührung).639 Consequently, a contract is subject to private international law if its elements have links with the legal system of a foreign country. Under German law it is sufficient that the connection with a foreign is possible to revoke acceptance before it was received, see Spota, Instituciones de Derecho Civil – Contratos, Volume I, 1975, p. 294. See the application to a concrete case in: Arlan SCA vs. Revestimientos La Europea S.A., National Civil Court...

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